Federal Communications Commission DA 13-1783 Before the Federal Communications Commission Washington, D.C. 20554 In the Matter of Applications of AT&T Inc. and ) Cellular South, Inc. ) ) For Consent To Assign Licenses Covering ) Parts of Alabama, Georgia, and Tennessee ) ULS File Nos. 0005597386 and 0005597395 MEMORANDUM OPINION AND ORDER Adopted: August 20, 2013 Released: August 20, 2013 By the Chief, Wireless Telecommunications Bureau: I. INTRODUCTION 1. In this Order, we grant the applications of AT&T and Cellular South for Commission consent to the assignment to AT&T of cellular, PCS, lower 700 MHz C Block, and microwave licenses in 17 markets covering parts of Alabama, Georgia, and Tennessee. In addition, Cellular South will transfer customers, network equipment, and other assets from Cellular South's Corr Wireless subsidiary to AT&T. Based on the record before us and our review of the proposed transaction, we find that this transaction is unlikely to cause competitive or other public interest harms, and that it is in the public interest to grant these applications. II. BACKGROUND 2. Description of Applicants: AT&T Inc. ("AT&T"), headquartered in Dallas, Texas, is a communications holding company that ranks among the leading providers of telecommunications services in the United States.' As of December 31, 2012, AT&T reported more than $127 billion in revenues, of which its wireless services accounted for approximately 52 percent, and had approximately 107 million wireless subscribers.2 Cellular South, Inc. ("Cellular South"), headquartered in Ridgeland, Mississippi, is the largest privately held wireless communications company in the United States and provides wireless services to nearly one million subscribers in four states.3 Cellular South generally offers Code Division Multiple Access Service ("CDMA") service under the "C Spire" brand name; Con Wireless 'AT&T Inc., SEC Form 10-K, at 1 (filed Feb. 22, 2013), available at http://www.sec.rov/Archives/edgar/data/7327 17/00007327171300001 7/ye 12 1 Ok.htm. 2 AT&T Inc. 2012 Annual Report, Ex. 13 (filed Feb. 22, 2013), at 1, 5, available at http://www.sec.gov/Archives/edcar/data17327 17/00007327171300001 7/ex I 3.htm. See CW Acquisitions, LLC ("CW Acquisitions") Applications, ULS File Nos. 0005597386 and 0005597395, Exhibit I, Public Interest Statement at 2 ("Public Interest Statement"). See also C Spire Wireless, Who We Are, http://www.cspire.com/company info/about/more info.isp (last visited July 18, 2013). Federal Communications Commission DA 13-1783 Communications, L.L.C. ("Corr Wireless") is operated separately from C Spire4 and offers Global System for Mobile Communications ("GSM") service in rural Northeastern Alabama to approximately 21,000 subscribers.5 3. Description of Transaction: On January 22, 2013, AT&T and Cellular South (together, the "Applicants") filed applications pursuant to section 3 10(d) of the Communications Act of 1934, as amended (the "Act")6 seeking Commission consent to the transfer of control of one cellular license, eight Personal Communications Services ("PCS") licenses, 14 Lower 700 MHz C Block licenses, and nine common calTier fixed point-to-point microwave licenses from two wholly-owned subsidiaries of Cellular South - Corr Wireless and Cellular South Licenses, LLC ("CS Licenses") - to AT&T.7 Specifically, Con Wireless and CS Licenses would assign licenses, customers, and other assets to CW Acquisitions, an indirect, wholly-owned subsidiary of Cellular South, and, at closing, 100 percent of the interest in CW Acquisitions would be transferred to AT&T.8 As a result of the transaction, AT&T would acquire 10 to 52 megahertz of spectrum in 17 Cellular Market Areas ("CMA5") covering parts of Alabama, Georgia, and Tennessee.9 In addition, Cellular South would transfer Con Wireless's customers, network equipment, and other assets to 4. Transaction Review Process: On February 22, 2013, the Wireless Telecommunications Bureau ("Bureau") released a public notice seeking comment on the proposed transaction." In response to the Comment Public Notice, Rural Telecommunications Group, Inc. ("RTG") filed timely comments on March 8, 2013. AT&T filed an opposition on March 18, 2013, and RTG filed a reply on March 25, 2013. On April 5, 2013, the Bureau issued a protective order to ensure that any confidential or proprietary documents submitted to the Commission would be adequately protected from public disclosure and to announce the process by which interested parties could gain access to confidential information filed in the record.'2 On May 14, 2013, the Bureau released a public notice announcing that Numbering Resource Utilization Forecast ("NRUF") reports and local number portability ("LNP") data would be placed into Public Interest Statement at 1. Public Interest Statement at 2. 647 U.S.C. § 3 10(d). The Commission already has granted an application for consent to the assignment of an international section 214 authorization, ITC-214-20070730-00300, from Corr Wireless to CW Acquisitions, File No. ITC-ASG-20130122- 00013. See International Authorizations Granted; Section 214 Applications (47 C.F.R. § 63.18); Section 310(b)(4) Requests, Public Notice, Rpt. No. TEL-01604, DA No. 13-246 (rel. Feb. 21, 2013). 8 Public Interest Statement at 3. AT&T would be assigned 25 megahertz of cellular B Block spectrum in three counties in one CMA, 10 to 15 megahertz of PCS spectrum in 25 counties in 13 CMAs, and 12 megahertz of Lower 700 MHz C Block spectrum in 58 counties in 14 CMAs. Public Interest Statement at 1-2. "AT&T Inc. and Cellular South, Inc. Seek FCC Consent to the Assignment of Cellular, Personal Communications Services, Lower 700 MHz C Block, and Microwave Licenses Covering Parts of Alabama, Georgia, and Tennessee, ULS File Nos. 0005597386 and 0005597395, Public Notice, DA 13-269 (rel. Feb. 22, 2013) ("Comment Public Notice"). 12 See Applications of AT&T Inc. and Cellular South, Inc. For Consent To Assign Licenses Covering Parts of Alabama, Georgia, and Tennessee, File Nos. 0005597386 and 00055597395, Protective Order for Highly Confidential Information, DA 13-621 (rd. Apr. 5, 2013). 2 Federal Communications Commission DA 13-1783 the record and adopted a protective order pursuant to which the Applicants and third parties would be allowed to review the specific NRUF reports and LNP data placed into the record.13 5. Standard of Review: Pursuant to section 3 10(d) of the Act, we must determine whether the Applicants have demonstrated that the proposed assignment of licenses would serve the public interest, convenience, and necessity.'4 We use here the standard of review and public interest framework that the Commission has previously applied in evaluating mobile wireless transactions, as recently articulated in the Commission's orders approving the combination of the wireless operations of GCI Communication Corp. and ACS Wireless in Alaska and the transfer of control of Sprint Nextel and Clearwire to SoftBank Corp.'5 6. Qualifications of Applicants: As an initial matter, we note that no issues were raised in the record with respect to the basic qualifications of Cellular South or AT&T.'6 In addition, AT&T has previously and repeatedly been found qualified to hold Commission licenses.'7 Therefore, we find there is no reason to reevaluate under the Act and our rules, regulations, and policies the requisite qualifications of AT&T and Cellular South.'8 III. PUBLIC INTEREST ANALYSIS 7. Our analysis evaluates whether the transaction, on balance, would be in the public interest, and includes, in this case, an evaluation of the assignment of customers, spectrum licenses, and other network assets from Cellular South to AT&T.'9 We begin our analysis by determining the ' See Applications of AT&T and Cellular South For Consent To Assign Licenses Covering Parts of Alabama, Georgia, and Tennessee, Numbering Resource Utilization and Forecast Reports and Local Number Portability Reports To Be Placed into the Record, Subject to Protective Order, ULS File Nos. 0005597386 and 0005597395, Public Notice, DA 13-1091 (rd. May 14, 2013); Applications of AT&T and Cellular South For Consent To Assign Licenses, ULS File Nos. 0005597386 and 0005597395, NRUF/LNP Protective Order, DA 13-1090 (rd. May 14, 2013). 1447 U.S.C. § 3 10(d). ' Applications of GCI Communications Corp., ACS Wireless License Sub, Inc., ACS of Anchorage License Sub, Inc., and Unicorn, Inc. For Consent To Assign Licenses to the Alaska Wireless Network, LLC, WT Docket No. 12- 187, Memorandum Opinion and Order and Declaratoiy Ruling, FCC 13-96, at ¶I 23-26 (rd. July 16, 2013) ("Alaska Wireless Order"); Applications of SOFTBANK CORP., Starburst II, Inc., Sprint Nextel Corporation, and Clearwire Corporation For Consent To Transfer Control of Licenses and Authorizations, TB Docket No. 12-343, Memorandum Opinion and Order, Declaratomy Ruling, and Order on Reconsideration, FCC 13-92, at ¶9[ 23-25 (rel. July 5, 2013) ("SoftBank-Sprint Order"). See also Applications of AT&T Mobility Spectrum LLC, New Cingular Wireless PCS, LLC, Comcast Corporation, Horizon Wi-Corn, LLC, NextWave Wireless, Inc., and San Diego Gas & Electric Company For Consent to Assign and Transfer Licenses, WT Docket No. 12-240, Memorandum Opinion and Order, 27 FCC Rcd 16459, 16466 91 17 (2012) ("AT&T-WCS Order"). 16 The Commission generally does not reevaluate the qualifications of assignors unless such issues were sufficiently raised to warrant designation for hearing. See Alaska Wireless Order at ¶ 29; SofiBank-Sprint Order at ¶ 27. ' See, e.g., AT&T-WCS Order, 27 FCC Rcd at 16466-67 ¶ 19; Application of AT&T Inc. and Qualcomm Incorporated For Consent To Assign Licenses and Authorizations, WT Docket No. 11-18, Order, 26 FCC Rcd 17589, 17601 ¶ 28 (2011) ("AT&T-Qualcomnmn Order"). '85ee47 U.S.C. § 310(d); 47 C.F.R. § 1.948. ' See, e.g., Applications of Deutsche Telekom AG, T-Mobile USA, Inc., and MetroPCS Communications, Inc. For Consent To Transfer of Control of Licenses and Authorizations, WT Docket No. 12-301, Memorandum Opinion and Order and Declaratory Ruling, 28 FCC Rcd 2322, 2327-29 ¶91 14-16, 2330-31 9191 21-22 (2013) ("T-Mobile- (continued....) 3 Federal Communications Commission DA 13-1783 appropriate market definitions for this transaction, and then consider any potential competitive or other public interest harms arising from the transaction. Finally, we assess the potential public interest benefits. 8. As in the Commission's recent transaction reviews, we evaluate the proposed transaction using a combined "mobile telephony/broadband services" product market2° that is comprised of mobile voice and data services, including mobile voice and data services provided over advanced broadband wireless networks (mobile broadband services).2' Given the limited local nature of the proposed transaction, and consistent with past transactions, we use CMAs as the local geographic markets in which we analyze any potential competitive harms.22 9. When a proposed transaction would increase the concentration of spectrum holdings in any local market, the Commission evaluates the post-transaction spectrum holdings of the acquiring firm that are "suitable" and "available" in the near term for the provision of mobile telephony/broadband services.23 RTG contends that certain spectrum (all of which is currently included in the Commission's screen) is "suitable and available" and thus should be used in evaluating competition issues.24 The Commission has previously determined that cellular, PCS, Specialized Mobile Radio ("SMR"), and 700 MHz band spectrum, as well as Advanced Wireless Services ("AWS-1") and Broadband Radio Service ("BRS") spectrum where available, and, most recently, WCS spectrum, all are suitable and available in the near term for the provision of mobile telephony/broadband services 25 Accordingly, in our analysis, we include these spectrum bands. As in previous transactions, we will consider only facilities-based entities providing mobile telephony/broadband services using cellular, PCS, SMR, 700 MHz, AWS-1, BRS and WCS spectrum to be market participants, but continue to assess the effect of mobile virtual network operators and resellers in our competitive evaluation.26 10. Potential Competitive Harms: In reviewing previous transactions, the Commission has applied a two-part initial screen to help identify local markets that may provide particular reason for (Continued from previous page) MetroPCS Order"); Applications of AT&T Inc. and CelIco Partnership d/b/aJ Verizon Wireless, WT Docket No. 09- 104, Memorandum Opinion and Order, 25 FCC Rcd 8704, 8736 ¶ 73 (2010) ("AT&T-Verizon Wireless Order"). 20 See, e.g., Alaska Wireless Order at ¶ 35; SoftBank-Sprint Order at ¶ 37; AT&T- WCS Order, 27 FCC Rcd at 16468 ¶ 24; Applications of Cellco Partnership dfb/a Verizon Wireless and SpectrumCo LLC and Cox TMI, LLC For Consent To Assign AWS-1 Licenses, WT Docket No. 12-4, Memorandum Opinion and Order and Declaratoiy Ruling, 27 FCC Rcd 10698, 10717 ¶ 53 (2012) ("Verizon Wireless-SpectrumCo Order"). 21 See, e.g., Alaska Wireless Order at ¶ 35; SoftBank-Sprint Order at ¶ 37; AT&T- WCS Order, 27 FCC Rcd at 16468 ¶ 24; Verizon Wireless-SpectrumCo Order, 27 FCC Rcd at 10717 ¶ 53. 22 See, e.g., Alaska Wireless Order at ¶ 37; AT&T-WCS Order, 27 FCC Rcd at 16469 ¶ 26; Verizon Wireless- SpectrumCo Order, 27 FCC Rcd at 10718 ¶ 56; AT&T-Qualco,nm Order, 26 FCC Rcd at 17604 ¶ 34. 23 See, e.g., Alaska Wireless Order at ¶ 38; SofiBank-Sprint Order at ¶ 39; AT&T-WC'S Order, 27 FCC Rcd at 16469-70 ¶ 29; Verizon Wireless-SpectrumC'o Order, 27 FCC Rcd at 10719 ¶ 59; AT&T-Qualcomm Order, 26 FCC Rcd at 17605-06 ¶ 38. 24 Comments of the Rural Telecommunications Group, filed Mar. 8, 2013, at 4 ("RTG Comments"). RTG would reduce the amount of SMR spectrum counted in the screen to 14 megahertz. Id. 25 See, e.g., Alaska Wireless Order at ¶ 38; SoftBank-Sprint Order at ¶ 39; AT&T-WCS Order, 27 FCC Rcd at 16469-71 ¶I29,31. 26 See, e.g., Alaska Wireless Order at ¶ 41; SoftBank-Sprint Order at ¶ 43; T-Mobile-MetroPCS Order, 28 FCC Red at 2334-35 ¶ 37; AT&T- Verizon Wireless Order, 25 FCC Red at 8722 ¶ 41; Applications of AT&T Inc. and Centennial Communications Corp. For Consent to Transfer Control of Licenses, Authorizations, and Spectrum Leasing Arrangements, WT Docket No. 08-246, Memorandum Opinion and Order, 24 FCC Red 13915, 13936 ¶ 45 (2009) ("AT&T-Centennial Order"). 4 Federal Communications Commission DA 13-1783 further competitive analysis.27 The first part of the initial screen considers market concentration for each relevant market, as measured by the Herfindahl-Hirschman Index ("HHI"), and the change in the HHI.28 The second part of the screen identifies local markets where an entity would hold more than approximately one-third of the total spectrum suitable and available for the provision of mobile telephony/broadband services.2' The Commission is not limited, however, in its consideration of potential competitive harms solely to those markets identified by this initial screen.30 In analyzing the proposed transaction, we find, as detailed below, that the transaction is not likely to result in competitive or other public interest harms. 11. The application of our spectrum screen identifies no local markets for additional review, meaning that AT&T would hold no more than one-third of the spectrum suitable and available for use in each market.3' Our application of the HHI screen identifies one market, CMA 307 - Alabama 1-Franklin, for further competitive evaluation, and we carefully consider below the various market characteristics32 that would allow rival service providers to be an effective competitive constraint.33 12. Alabama 1 - Franklin is a rural market with a population of approximately 379,000 and a population density of Because the change in HHI is large enough to trigger our screen,35 we 27 See, e.g., Alaska Wireless Order at[ 33; SoftBank-Sprint Order at ¶ 34; T-Mobile-MetroPC'S Order, 28 FCC Rcd at 2331 ¶ 22; AT&T-WC'S Order, 27 FCC Rcd at l6467[ 21. 28 Our initial HHI screen identifies, for further case-by-case market analysis, those markets in which, post- transaction: (1) the HHI would be greater than 2800 and the change in HHI will be 100 or greater; or (2) the change in HHI would be 250 or greater, regardless of the level of the HHI. See, e.g., Gd-A CS-AWN Order at ¶ 42 n. 135; AT&T-Verizon Wireless Order, 25 FCC Rcd at 8724-25 ¶ 42. 29 See, e.g., Alaska Wireless Order at ¶ 42; SoftBank-Sprint Order at ¶ 34 n. 111; Verizon Wireless-Spectruindo Order, 27 FCC Rcd at 10719 ¶ 59; AT&T-Verizon Wireless Order, 25 FCC Rcd at 8720-21 ¶ 32. 30 See, e.g., Alaska Wireless Order at ¶ 33; SoftBank-Sprint Order at ¶ 35; AT&T-WdS Order, 27 FCC Rcd at 16467 ¶ 21; Verizon Wireless-Spectrwndo Order, 27 FCC Rcd at 10716 ¶ 48. 31 Post-transaction, AT&T would hold a maximum of 75-150 megahertz of spectrum in 17 CMAs. In all but one of the CMAs, the trigger is 151 megahertz. In the remaining CMA (comprised of two counties), the trigger is 121 megahertz; in both counties of that CMA, post-transaction AT&T would hold a maximum of 103 megahertz of spectrum. The spectrum screen is triggered where the Applicants would have, on a market-by-market basis: 121 megahertz or more of spectrum, where BRS spectrum is available, but AWS-1 spectrum is not available; 132 megahertz or more of spectrum, where AWS-l spectrum is available, but BRS spectrum is not available; or 151 megahertz or more of spectrum where both AWS-I and BRS spectrum are available. See AT&T-WCS Order, 27 FCC Rcd at 2335 n.94. 32 These factors include but are not limited to market shares, network coverage, availability of spectrum within the market to provide mobile telephony/broadband services, porting rates, and market demographics. We derive market shares from our June 2012 NRUF database, as well as subscriber data submitted by Cellular South on June 6, 2013. We derive our measures of network coverage from Mosaik Solutions Data, Jan. 2013, with 2010 U.S. Census population and land area data, and we obtain spectrum holdings from our licensing databases and the applications. u See, e.g., T-Mobile-MetroPCS Order, 28 FCC Rcd at 2338 ¶ 48; AT&T-WCS Order, 27 FCC Rcd at 16472 ¶ 34; Verizon Wireless-Spectruindo Order, 27 FCC Rcd at 10725-26 ¶ 72. Population density is measured by the population per square mile, and a rural market is characterized by fewer than 100 people per square mile. The pre-transaction HHI is [REDACTEDI, and post-transaction, it would increase by [REDACTED]. As discussed above, we calculate the HHI (continued....) Federal Communications Commission DA 13-1783 examine this market more closely to determine whether the transaction would likely lead to anticompetitive effects. We conclude it would not. 13. Corr Wireless has only [REDACTEDI percent of the subscribers in this market. Thus, although post-transaction, AT&T would have the largest share of subscribers, its current share would not increase by much over what it currently has.36 Both Verizon Wireless and T-Mobile have significant market shares37 and sufficient population and land area coverage38as well as substantial holdings of spectrum.39 We therefore expect that they would provide an adequate competitive constraint on AT&T. Further, while Sprint does not currently have as large a market share or coverage that is as extensive,40 it, too, has substantial spectrum holdings4' and it is well positioned to increase its presence here if any anti- competitive effects were to occur, thus providing another competitive constraint. Finally, we note that AT&T and Corr Wireless do not appear to be the closest competitors in this market.42 In short, this transaction is unlikely to result in AT&T having any ability to increase price or otherwise behave anti- competitively in this CMA because there already exist two other substantial nationwide competitors, and (Continued from previous page) and the change in the HHI using our June 2012 NRUF database and subscriber data that was submitted by Cellular South. See supra note 32. 36 AT&T currently holds [REDACTED] percent, and post-transaction would hold [REDACTED] percent. ' Verizon Wireless holds [REDACTED] percent, and T-Mobile holds [REDACTEDI percent. 38 The Commission has previously used 70 percent population coverage and 50 percent land area coverage as the definition of "sufficient market presence." See T-Mobile-MetroPCS Order, 28 FCC Rcd at 2339 ¶ 50; AT&T- Verizon Wireless Order, 25 FCC Rcd at 8733 ¶ 65). In this CMA, Verizon Wireless covers approximately 99% of the population and 93% of the land area and T-Mobile covers approximately 76% of the population and 52% of the land area. (Coverage derived from January 2013 Mosaik data and 2010 Census.) Verizon Wireless holds 97-102 megahertz of spectrum and T-Mobile holds 60-70 megahertz of spectrum. Post- transaction, AT&T would hold 100-115 megahertz of spectrum. 40 Sprint Nextel serves [REDACTED] percent of the subscribers, which, we note, is [REDACTED]. Sprint Nextel is just under the Commission's threshold for "sufficient" market presence, covering approximately 69 percent of the population and 40 percent of the land area. On the other hand, Corr Wireless also does not meet the Commission's definition, covering approximately 66 percent of the population and 39 percent of the land area of this CMA. " Sprint Nextel holds 96.75-123.75 megahertz of spectrum. In addition to the wireless carriers mentioned, in the Alabama 1 - Franklin CMA, US Cellular holds 10 megahertz of spectrum, SouthernLlNC holds 7-9 megahertz of spectrum, and Manifest Wireless, a wholly-owned, direct subsidiary of DISH Network Corporation (f/k/a EchoStar Communications Corporation), holds 6 megahertz of spectrum. 42 The wireless LNP data indicate that AT&T and Corr Wireless are not close substitutes in this CMA. [REDACTED] percent of subscribers that ported their number from Cellular South chose AT&T, while [REDACTED] percent chose Verizon Wireless. Just [REDACTED} percent of AT&T's customers ported their number from AT&T to Cellular South. See LNP Reports, June 2012. 6 Federal Communications Commission DA 13-1783 because a third nationwide competitor would be able to expand its presence if the situation warranted. 14. RTG claims that post-transaction spectrum aggregation would result in public interest harms and that the transaction would eliminate Corr Wireless as a competitor or a potential competitor.43 RTG argues that the Commission should require AT&T to divest spectrum or enter into long-term leases in any market where, post-transaction, AT&T would hold spectrum in excess of certain thresholds. If the Commission does not require divestiture or long-term leases, then RTG requests that grant of the applications be conditioned upon requiring: (1) AT&T providing data roaming on commercially reasonable rates, terms, and conditions; (2) AT&T providing its own customers with fully interoperable devices; and (3) customer devices being made available to other service providers utilizing the same technology as AT&T on a non-exclusive basis.45 Finally, RTG asks that if the Commission does not require the requested divestitures or conditions, then it should hold this proceeding in abeyance pending the completion of the Commission's mobile spectrum holdings proceeding.46 AT&T argues that RTG's request amounts to effectuating a spectrum cap, which is the subject of an ongoing rulemaking, and that the proposed conditions are unrelated to the transaction.47 15. We decline to require divestitures above RTG's proposed spectrum thresholds, to impose its associated conditions, or to hold the transaction in abeyance. In a separate rulemaking proceeding, the Commission is reviewing its policies governing mobile spectrum holdings.48 The Commission stated that during the pendency of that proceeding, it would continue to apply its current approach to evaluate mobile spectrum holdings,4' and we find no potential harm arising from this transaction that would warrant holding our consideration of these applications in abeyance pending completion of the Commission's mobile spectrum holdings proceeding. Further, we conclude that the conditions proposed by RTG are not narrowly tailored to remedy any purported harms arising out of this transaction. As stated in prior proceedings, the Commission generally will not impose conditions to remedy pre-existing harms or harms that are unrelated to the transaction at issue.50 We determine that AT&T's acquisition of spectrum as a result of this transaction is unlikely to result in any competitive harm, and therefore we decline to require AT&T to divest or enter into long-term spectrum leases. Further, based on the record, we do not find any potential roaming-related harm arising out of this transaction,5' and we note that facilities-based providers u RTG Comments at 4-5; Reply of the Rural Telecommunications Group, filed Mar. 25, 2013, at I ("RTG Reply Comments"). The thresholds suggested by RTG are any market where AT&T would hold: (1) 25 percent or more of all spectrum that is deemed suitable or available; or (2) more than 40 percent of spectrum below 1 GHz. RTG Comments at 7, RTG claims that these thresholds would help ensure that four mobile wireless providers could be competitive in each market. See RTG Comments at 4-5. RTG Comments at 3; RTG Reply Comments at 2. 46 RTG Reply Comments at 2-3. Reply of AT&T Inc., filed Mar. 18, 2013, at 2-3. 48 See Policies Regarding Mobile Spectrum Holdings, WT Docket No. 12-269, Notice of Proposed Rulemaking, 27 FCC Rcd 11710 (2012) ("Mobile Spectrum Holdings NPRM"). ' Mobile Spectrum Holdings NPRM, 27 FCC Rcd at 11718 n.59. See also T-Mobile-Metro PCS Order, 28 FCC Rcd at 2334 ¶ 35. 505ee, e.g., AT&T-WCS Order, 27 FCC Rcd at 16474 ¶ 39; Verizon Wireless-SpectrurnCo Orde, 27 FCC Rcd at 10734 ¶ 94; AT&T-Qualco,n,n Order, 26 FCC Rcd at 17622 ¶ 79. ' We have declined in the past to impose roaming conditions where no related harm arose from the transaction. See Applications of AT&T Mobility Spectrum LLC, Triad 700, LLC, CenturyTel Broadband Wireless, LLC, 700 MHz, (continued....) 7 Federal Communications Commission DA 13-1783 of commercial mobile data services, including AT&T, already are subject to the Commission's rule that requires them to offer data roaming arrangements to other such providers on commercially reasonable terms and conditions.52 With regard to RTG' s request for an interoperability condition, we find that the interoperability issues raised by RTG arise in multiple markets across the country. The Commission has initiated a rulemaking proceeding to address such issues on an industry-wide basis.53 Based on the record before us, we conclude that these issues are best left to that proceeding. Lastly, we previously have rejected similarly proposed handset exclusivity conditions as being too broad and unrelated to the transactions at issue.54 16. Potential Public Interest Benefits: We next consider whether the proposed transaction is likely to generate verifiable, transaction-specific public interest benefits.55 The Commission applies a "sliding scale approach" to evaluating benefit claims,56 and if potential harms appear less likely and less substantial, as is the case here, we will accept a lesser showing.57 17. According to the Applicants, the proposed transaction would enable AT&T to enhance the capacity of its network, including its Long Term Evolution ("LTE") network, to help meet increasing demand for high-quality wireless broadband services in the areas covered by the subject licenses.58 The Applicants contend that AT&T's current spectrum holdings in some of these license areas are "relatively thin,"59 and that the spectrum additions would allow AT&T to keep up with demand for data-intensive services and deploy more robust and spectrally efficient LTE services.60 18. The Applicants also assert that the transaction would permit AT&T to provide more robust service to both its own customers and those of Corr Wireless much sooner than otherwise.6' According to the Applicants, approximately 21,000 Corr Wireless customers currently receiving 2G (Continued from previous page) LLC, Cavalier Wireless, LLC, Ponderosa Telephone Co., David L. Miller, ComSouth Tellular, Inc., Farmers Telephone Company, Inc., and McBride Spectrum Partners, LLC for Consent to Assign Licenses, Memorandum Opinion and Order, 27 FCC Rcd 15831, 15834919 (WTB 2012) ("AT&T-CGA Order"). 52 This data roaming requirement is subject to certain limitations. See 47 C.F.R. § 20.12(e)(1); see also Reexamination of Roaming Obligations of Commercial Mobile Radio Service Providers and Other Providers of Mobile Data Services, WT Docket No. 05-265, Second Report and Order, 26 FCC Rcd 5411, 5432-33 ¶91 42-43 (2011), affirmed, Celico P'ship d/b/a Verizon v. FCC, 700 F.3d 534 (D.C. Cir. 2012). u See Promoting Interoperability in the 700 MHz Commercial Spectrum, WT Docket No, 12-69, Notice of Proposed Rulemaking, 27 FCC Rcd 3521 (2012). See Verizon Wireless-SpectrumCo Order, 27 FCC Rcd at 10734 ¶ 94; AT&T-Centennial Order, 24 FCC Rcd at 1397291141. See, e.g., Alaska Wireless Order at ¶ 85; T-Mobile-MetroPCS Order, 28 FCC Rcd at 2341 ¶ 56; AT&T- WCS Order, 27 FCC Rcd at 16474 ¶ 40; Verizon Wireless-SpectrumnCo Order, 27 FCC Rcd at 10734 ¶ 95. 56 See, e.g., Alaska Wireless Order at ¶ 88; T-Mobile-MetroPCS Order, 28 FCC Rcd at 2342-43 ¶ 59; AT&T-WCS Order, 27 FCC Rcd at 16475 ¶ 42; Verizon Wireless-SpectrumC'o Order, 27 FCC Rcd at 1073591 98. See, e.g., Alaska Wireless Order at ¶ 88; T-Mobile-MetroPCS Order, 28 FCC Rcd at 2342-43 ¶ 59; AT&T- WCS Order, 27 FCC Rcd at 16475 ¶ 42; AT&T-Qualcomm Order, 26 FCC Rcd at 17624 ¶ 85. 58 Public Interest Statement at 1. Public Interest Statement at 5. 60 Public Interest Statement at 5. 6! Public Interest Statement at 5. 8 Federal Communications Conrniission DA 13-1783 service would gain access to AT&T's facilities-based 4G network62 and a range of enhanced services.63 Further, customers also would benefit from the integration of the Applicants' complementary GSM networks,64 as the integration of cell sites and other equipment should result in gains in coverage, capacity, data speeds, and signal penetration.65 Finally, the Applicants claim that Corr Wireless customers would receive the benefits of this transaction relatively quickly.66 Based on the record, we conclude that the proposed transaction may provide some benefits to the public, although we recognize that it is difficult for us to precisely quantify either the magnitude of or the time period in which these benefits will be realized. 19. Having reviewed the record and analyzed the proposed transaction, we find that, overall, it will serve the public interest, convenience, and necessity and accordingly grant the applications. We find that public interest harms are unlikely, and that the proposed transfer of customers, network equipment, and other assets from Corr Wireless to AT&T may result in public interest benefits. IV. ORDERING CLAUSES 20. Accordingly, having reviewed the applications, the comments, and the record in this matter, IT IS ORDERED that, pursuant to sections 4(i) and (j), 309, 3 10(d) of the Communications Act of 1934, as amended, 47 U.S.C. § 154(i), (j), 309, and 3 10(d), the applications for the assignment of licenses from Corr Wireless Communications, L.L.C. and Cellular South Licenses, LLC to CW Acquisitions, LLC, and the subsequent transfer of 100 percent of the membership interest in CW Acquisitions, LLC to AT&T Inc., File Nos. 0005597386 and 0005597395, are GRANTED. 21. IT IS FURTHER ORDERED that, pursuant to sections 4(i) and (j), 309, and 310(d) of the Communications Act of 1934, as amended, 47 U.S.C. § 154(i), (j), 309, and 3 10(d), the request for conditions in the Comments filed by RTG is DENIED for the reasons stated herein. 22. IT IS FURTHER ORDERED that this Order SHALL BE EFFECTIVE upon release. Petitions for reconsideration under section 1.106 of the Commission's rules, 47 C.F.R. § 1.106, maybe filed within thirty days of the date of release of this Memorandum Opinion and Order. 23. This action is taken under delegated authority pursuant to sections 0.13 1 and 0.33 1 of the Commission's Rules, 47 C.F.R. § 0.131, 0.331. FEDERAL COMMUNICATIONS COMMISSION Ruth Milkman Chief, Wireless Telecommunications Bureau 62 AT&T asserts that it currently provides 4G HSPA+ service throughout Corr Wireless's footprint and plans to deploy 4G LTE service. Public Interest Statement at 5. 63 Public Interest Statement at 5-6. 64 Public Interest Statement at 6. 65 Public Interest Statement at 6. 66 Public Interest Statement at 6.